Other Transfer Restrictions Sample Clauses
The "Other Transfer Restrictions" clause serves to limit or regulate the ways in which a party may transfer its rights or obligations under an agreement beyond any standard or previously stated restrictions. This clause may specify additional conditions, such as requiring prior written consent, prohibiting transfers to certain parties, or restricting transfers during specific time periods. Its core practical function is to provide the parties with greater control over who may assume contractual rights or duties, thereby preventing unwanted or unauthorized assignments and ensuring the integrity of the contractual relationship.
Other Transfer Restrictions. The Option may not be transferred except as permitted under the Plan.
Other Transfer Restrictions. No portion of the Plan Shares or Rights granted hereunder may be sold transferred, assigned, pledged or otherwise encumbered or disposed of by Participant until such portion of the Plan Shares become fully vested in accordance with paragraph 5 of this Agreement.
Other Transfer Restrictions. Each Stockholder agrees that (A) except to the extent permitted by Section 4.02, any Transfer will be subject to Section 4.04 and (B) it will not, directly or indirectly, Transfer any of its Capital Stock or Stock Equivalents, and the Company agrees that it shall not issue any Capital Stock or Stock Equivalents:
(i) except as permitted under the Securities Act and other applicable federal or state securities or blue sky laws, and then, with respect to a Transfer of Capital Stock or Stock Equivalents, if requested by the Company, only upon delivery to the Company of a written opinion of counsel in form and substance satisfactory to the Company to the effect that such Transfer may be effected without registration under the Securities Act;
(ii) if such Transfer or issuance would cause the Company or any of the Company Subsidiaries to be required to register as an investment company under the Investment Company Act of 1940, as amended; or
(iii) if such Transfer or issuance would cause the assets of the Company or any of the Company Subsidiaries to be deemed “Plan Assets” as defined under the Employee Retirement Income Security Act of 1974 or its accompanying regulations or result in any “prohibited transaction” thereunder involving the Company or any Company Subsidiary.
Other Transfer Restrictions. The restrictions contained in Sections 2.1(a), 2.4 and 2.5 hereof and the provisions regarding Permitted Transferees contained in this Section 2.3 shall be in addition to and not in lieu or limitation of any restrictions on the ownership or Transfer of shares of Common Stock (including with respect to any Restricted Stock) contained in any Employment Agreement or any analogous provision of any employment, compensation or benefit agreement or arrangement or other agreement between Confetti or the Company and any Stockholder; provided, however, that upon the termination of any such Employment Agreement or other such agreement or arrangement or lapsing of such restrictions, the restrictions and provisions contained herein shall continue in full force and effect pursuant to this Agreement.
Other Transfer Restrictions. The Participant agrees with the Corporation that each certificate representing any of the shares of Restricted Stock may bear a legend, substantially in the form attached as Exhibit A hereto, to the effect that the shares of Restricted Stock represented thereby are subject to potential forfeiture and may not be sold, exchanged, transferred, pledged, hypothecated or otherwise disposed of except in accordance with the terms of this Agreement, and shall be subject to such stop-transfer orders and other restrictions as the Committee shall deem advisable to ensure compliance with the terms of this Agreement.
Other Transfer Restrictions. (a) In addition to any other restrictions on Transfer herein contained, in no event may any Transfer of any Units or Interest by any Member be made:
(i) to any Person who lacks the legal right, power or capacity to own an Interest or Units;
(ii) if such Transfer would cause the assets of the Company to become “plan assets” of any benefit plan investor within the meaning of DOL Regulation Section 2510.3-101 or to be regulated under ERISA;
(iii) for as long as the Company is a partnership for U.S. federal income tax purposes, if such Transfer would, in the opinion of counsel to the Company, cause any portion of the assets of the Company to constitute assets of any employee benefit plan pursuant to the Plan Asset Regulations;
(iv) if such Transfer, in the opinion of counsel to the Company, requires the registration of such Units pursuant to any applicable U.S. federal or state or Canadian securities laws;
(v) for so long as the Company is a partnership for U.S. federal income tax purposes, unless such transfer will not result in the Company being treated as a “publicly traded partnership,” as such term is defined in Sections 469(k)(2) or 7704(b) of the Code and the regulations promulgated thereunder that is taxable as a corporation as determined by counsel to the Company;
(vi) unless the transferee makes the representations and warranties set forth in Section 14.1;
(vii) if such Transfer subjects the Company to be regulated under the Investment Company Act or the Investment Advisors Act of 1940;
(viii) if such Transfer would result, either directly or indirectly, in the transferor being deemed an affiliate (as defined in 12 C.F.R. § 225.2(a)) of a bank holding company, savings and loan holding company or U.S. depository institution the deposits of which are insured by the Federal Deposit Insurance Corporation, or otherwise cause the Company to become subject to supervision and regulation by the Board of Governors of the Federal Reserve System, the Office of the Comptroller of the Currency, the Federal Deposit Insurance Corporation or any other U.S. federal banking agency; or
(ix) if such Transfer would require the consent of any federal or state regulatory agency or self-regulatory organization or any foreign equivalent of the foregoing and such consent has not been obtained.
(b) Unless admitted as a Substituted Member, no transferee, whether by a voluntary Transfer, by operation of law or otherwise, shall have rights hereunder.
(c) The Members effecting any ...
Other Transfer Restrictions. No Restricted Stock Unit granted hereunder may be sold, transferred, assigned, pledged or otherwise encumbered or disposed of by the Participant.
Other Transfer Restrictions. (a) Any Permitted Transferee of any party hereto shall be subject to the terms and conditions of this Agreement as if such Permitted Transferee were such party hereto. Prior to the initial acquisition of beneficial ownership of Voting Securities by a Permitted Transferee, and as a condition thereto, each party hereto (other than Parent) agrees (i) to cause its Permitted Transferee to agree in writing with Parent to be bound by the terms and conditions of this Agreement and (ii) that such party hereto shall remain directly liable for its own performance and the performance of its Permitted Transferee of all obligations of it and such Permitted Transferee under this Agreement. Each party hereto agrees not to cause or permit any of its Permitted Transferees (other than any Permitted Transferee that is a natural person, that is described in clause (i)(D) or (ii)(D) of the definition of "Permitted Transferee" or that is a trust described in clause (i)(E) or (ii)(E) of the definition of "Permitted Transferee") to cease to be an Affiliate of such party (other than as a result of a liquidation, dissolution or other termination of such party or such Permitted Transferee) so long as such Permitted Transferee beneficially owns any Voting Securities, and if such Permitted Transferee shall cease to be an Affiliate of such party, such Permitted Transferee shall automatically upon the occurrence of such event cease to be a Permitted Transferee for any purpose under this Agreement; provided that this sentence shall not apply to any Permitted Transferee of any party that is a Permitted Transferee of such party described in clause (i)(C) or (ii)(C) of the definition of "Permitted Transferee." W agrees not to Transfer any Voting Securities or Voting Security Equivalents to any Affiliate other than a Permitted Transferee. Notwithstanding the foregoing provisions of this Section 2.3, but subject to Section 2.3(b), any Permitted Transferee of Voting Securities or Voting Security Equivalents shall not be subject to the provisions of this Agreement to the extent that the Transfer to such Permitted Transferee is in connection with (x) a W Distribution In Kind unless W elects to cause such Permitted Transferee to become bound by the provisions of this Agreement or (y) an Other Holder Distribution In Kind unless such Other Holder elects to cause such Permitted Transferee to become bound by the provisions of this Agreement; provided that, in each case, such Transfer is otherwise in c...
Other Transfer Restrictions. Notwithstanding any other provision of this Agreement (including Section 2.02), prior to the consummation of a Qualified Public Offering, each Stockholder agrees that it will not, directly or indirectly, Transfer any of its Capital Stock or Stock Equivalents:
(i) except as permitted under the Securities Act and other applicable federal or state securities or blue sky laws, and then, with respect to a Transfer of Capital Stock or Stock Equivalents, if requested by the Company, only upon delivery to the Company of a written opinion of counsel in form and substance satisfactory to the Company to the effect that such Transfer may be effected without registration under the Securities Act;
(ii) if such Transfer would cause the Company or any of the Company Subsidiaries to be required to register as an investment company under the Investment Company Act of 1940, as amended; or
(iii) if such Transfer would cause the assets of the Company or any of the Company Subsidiaries to be deemed “Plan Assets” as defined under the Employee Retirement Income Security Act of 1974 or its accompanying regulations or result in any “prohibited transaction” thereunder involving the Company or any Company Subsidiary.
Other Transfer Restrictions. (Intentionally omitted.) ---------------------------